Fingerprint Cards AB (publ) announces final terms for the fully guaranteed rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, JAPAN, CANADA, HONG KONG, NEW ZEALAND, SWITZERLAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

On 16 July 2023, the board of directors in Fingerprint Cards AB (publ) (“Fingerprints” or the “Company”) announced that the board of directors resolved to, subject to subsequent approval by the extraordinary general meeting on 18 August 2023 (the “EGM”), carry out a rights issue comprising a fully guaranteed rights issue of B-shares of approximately MSEK 180 (the “Fully Guaranteed Rights Issue”) and a rights issue of A-shares of approximately MSEK 3.4 (together with the Fully Guaranteed Rights Issue, the “Rights Issue”). Today Fingerprints’ board of directors announce the final terms of the Rights Issue. The subscription price in the Rights Issue has been set to SEK 1.2 per new share and shareholders in Fingerprints as of the record date have preferential rights to subscribe for four (4) new shares per eleven (11) existing shares of the same share class.

Summary

• Current holders of A-shares in Fingerprints as of the record date 24 August 2023 will be allotted one (1) subscription right for each existing A-share held on the record date, whereby eleven (11) subscription rights entitles to subscription of four (4) A-shares, i.e. a subscription ratio of 11:4. In addition, current holders of B-shares in Fingerprints as of the record date 24 August 2023 will be allotted one (1) subscription right for each existing B-share held on the record date, whereby eleven (11) subscription rights entitles to subscription of four (4) B-shares, i.e. a subscription ratio of 11:4.
• A total of not more than 2,863,636 A-shares and not more than 151,497,352 B-shares will be issued, entailing an increase of the Company’s share capital by not more than SEK 6,721,264.
• The subscription price is SEK 1.2 per new share, corresponding to total issue proceeds of not more than approximately MSEK 185.2 before deduction of transaction costs related to the Rights Issue.
• The subscription price of SEK 1.2 per share corresponds to a discount of approximately 28 percent compared to the theoretical price after separation of subscription rights, based on the closing share price of Fingerprints’ B-share on Nasdaq Stockholm on 16 August 2023.
• The record date for the Rights Issue is 24 August 2023 and the subscription period runs from and including 28 August 2023 up to and including 11 September 2023.
• The last day of trading in B-shares including the right to participate in the Rights Issue is 22 August 2023.
• The Rights Issue is subject to the approval by the EGM to be held on 18 August 2023.
• Certain of the Company’s shareholders (including senior executives and board members) have undertaken to subscribe for new B-shares for a total amount of approximately MSEK 1.4, corresponding to approximately 0.8 percent of the Fully Guaranteed Rights Issue. In addition, certain external investors and an existing shareholder have entered into guarantee commitments corresponding to 100 percent of the Fully Guaranteed Rights Issue. The Fully Guaranteed Rights Issue is thus fully covered by subscription undertakings and guarantee commitments.

Terms for the Rights Issue